Election of Directors

On May 18, 2017, the board of directors of Roadrunner
Transportation Systems, Inc. (the Company) increased its size
from ten members to 12 members. On June 6, 2017, the Companys
board of directors elected Scott L. Dobak to serve as a Class II
director and Ralph (Cody) W. Kittle III to serve as a Class III
director to fill the vacancies created by such increase. The
Company expects that Mr. Dobak will serve on the Companys
Compensation Committee and Nominating/Corporate Governance
Committee.

Messrs. Dobak and Kittle were elected to the Companys board of
directors to the terms of that certain Investment Agreement,
dated May 1, 2017, by and among the Company, Elliott Associates,
L.P. and Brockdale Investments LP (the Investment Agreement). The
material terms of the Investment Agreement are described in the
disclosures under Item 1.01. Entry into a Material Definitive
Agreement in the Companys Current Report on Form 8-K filed with
the Securities Exchange Commission (the SEC) on May 4, 2017 (the
Prior Form 8-K). Such description of material terms and the
Investment Agreement attached as an exhibit to the Prior Form 8-K
are incorporated herein by reference.

Mr. Kittle is an Analyst with Elliott Management Corporation. Mr.
Dobak is the Chief Executive Officer of Dicom Transportation
Group. Mr. Dobak previously served in various leadership roles
with the Company from January 2007 to December 2013, most
recently serving as the Companys President – Less-than-Truckload
and Transportation Management Solutions.

The Companys board of directors considered the independence of
Messrs. Kittle and Dobak and determined that Mr. Dobak is
independent as that term is defined under the applicable rules
and regulations of the SEC and the listing requirements and rules
of the New York Stock Exchange. The Companys board of directors
determined that Mr. Kittle is not independent as a result of his
relationship with Elliott Management Corporation (Elliott) and
Elliotts contractual arrangements with the Company to the
Investment Agreement and the other agreements entered into by the
Company with Elliott in connection with the transactions
contemplated by the Investment Agreement. As compensation for his
service on the Companys board of directors, Mr. Dobak will
receive compensation consistent with the Companys current
compensatory arrangement for independent directors, as described
under the heading Director Compensation in the Companys Proxy
Statement filed with the Securities and Exchange Commission on
April 6, 2016. In addition, on June 12, 2017, the Company granted
Mr. Dobak 5,590 restricted stock units (RSUs), which approximates
the prorated portion of the number of RSUs awarded to the
Companys other independent directors on February 28, 2017. Each
RSU is equivalent to one share of the Companys common stock, and
the RSUs vest 25% on each of March 1, 2018, 2019, 2020 and 2021.
Mr. Dobak generally must remain a member of the Companys board of
directors through the end of the relevant vesting period in order
to receive any amount of the RSUs covered by that award, except
that he may be entitled to accelerated delivery of a portion of
unvested RSUs in the case of his death or disability, or upon a
change in control.

In connection with their election to the Companys board of
directors, Messrs. Kittle and Dobak and the Company executed the
Companys standard form of indemnification agreement.

The disclosures under Item 1.01. Entry into a Material Definitive
Agreement of the Prior 8-K are incorporated herein by reference.
There have been no other related party transactions (within the
meaning of Item 404(a) of Regulation S-K promulgated by the SEC)
between either of Messrs. Kittle and Dobak and the Company.

Departure of Named Executive Officer

On June 7, 2017, Grant M. Crawfords employment as the Companys
President – Roadrunner Freight was terminated.